POWER OF ATTORNEY

       WHEREAS,  UNION ELECTRIC COMPANY, a Missouri corporation (herein referred
to as the  "Company"),  is required  to file with the  Securities  and  Exchange
Commission,  under the  provisions  of the  Securities  Exchange Act of 1934, as
amended,  its annual  report on Form 10-K for the year ended  December 31, 1998;
and

       WHEREAS, each of the below undersigned holds the office or offices in the
Company set opposite his name;

       NOW,  THEREFORE,  each of the undersigned hereby constitutes and appoints
Charles W. Mueller  and/or  Donald E. Brandt  and/or Steven R. Sullivan the true
and lawful attorneys-in-fact of the undersigned,  for and in the name, place and
stead of the undersigned, to affix the name of the undersigned to said Form 10-K
and any amendments thereto, and, for the performance of the same acts, each with
power to appoint in their place and stead and as their  substitute,  one or more
attorneys-in-fact  for the  undersigned,  with full power of revocation;  hereby
ratifying  and  confirming  all that  said  attorneys-in-fact  may do by  virtue
hereof.

       IN WITNESS  WHEREOF,  the undersigned  have hereunto set their hands this
11th day of February 1999:

Charles W. Mueller, President, Chief
       Executive Officer and Director
       (Principal Executive Officer)                      /s/ Charles W. Mueller
                                                          ----------------------

Paul A. Agathen, Director                                 /s/ Paul A. Agathen 
                                                          ----------------------
                 
Donald E. Brandt, Senior Vice
       President and Director
       (Principal Financial Officer)                      /s/ Donald E. Brandt
                                                          ----------------------

Gary L. Rainwater, Director                               /s/ Gary L. Rainwater
                                                          ----------------------

Charles J. Schukai, Director                              /s/ Charles J. Schukai
                                                          ----------------------

Warner L. Baxter, Vice President
       and Controller
       (Principal Accounting Officer)                     /s/ Warner L. Baxter
                                                          ----------------------


STATE OF MISSOURI        )
                         )  SS.
CITY OF ST. LOUIS        )

       On this 11th day of February,  1999,  before me, the  undersigned  Notary
Public in and for said State,  personally appeared the above-named  officers and
directors of Union Electric Company,  known to me to be the persons described in
and who executed the  foregoing  power of attorney and  acknowledged  to me that
they  executed  the same as their  free  act and deed for the  purposes  therein
stated.

       IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal.



                                         /s/ K. A. Bell 
                                        ----------------     
                                           K. A. BELL
                                    Notary Public - Notary Seal
                                        STATE OF MISSOURI
                                        St. Louis County
                              My Commission Expires:  October 13, 2002